High school seniors and best friends, Sonny and Duane, live in a dying Texas town. The handsome Duane is dating a local beauty, while Sonny is having an affair with the coach's wife. As graduation nears and both boys contemplate their futures, Duane eyes the army and Sonny takes over a local business. Each struggles to figure out if he can escape this dead-end town and build a better life somewhere else.
A drop-out from upper-class America picks up work along the way on oil-rigs when his life isn't spent in a squalid succession of bars, motels, and other points of interest.
"Boxcar" Bertha Thompson, a transient woman in Arkansas during the violence-filled Depression of the early '30s, meets up with rabble-rousing union man "Big" Bill Shelly and the two team up to fight the corrupt railroad establishment.
